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HomeMy WebLinkAbout4435o a CITY OF AUBURN, WASHINGTON ORDINANCE NO. 4435 AN ORDINANCE relating to local improvement districts; establishing Consolidated Local Improvement District No. 338/339 and Consolidated Local Improvement Fund, District No. 338/339; fixing the amount, form, date, interest rates, maturity and denominations of the Consolidated Local Improvement District No. 338/339 bonds; providing for the sale and delivery thereof to Shearson Lehman Hutton Inc. in Seattle, Washington; and fixing the interest rate on local improvement district assessment installments. WHEREAS, the City Council of the City heretofore has created Local Improvement Districts Nos. 338 and 339 for various purposes; and WHEREAS, RCW 35.45.160 authorizes the establishment of consolidated local improvement districts for the purpose of issuing bonds only and provides that if the governing body of any municipality orders the creation of such consolidated local improvement district, the money received from the installment payment of the principal of and interest on assessments levied within the original local improvement districts shall be deposited in a consolidated local improvement district bond redemption fund to be used to redeem outstanding consolidated local improvement district bonds; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, DO ORDAIN as follows: Section 1. Consolidation of Local Improvement Districts. For the purpose of issuing bonds only, those local improvement districts of the City of Auburn, Washington (the "City"), established by the following ordinances, respectively, the 30-day period for making cash payment of assessments without interest in each local improvement district having expired in the case of the assessments for each local improvement district, are consolidated into a consolidated local improvement district to be known and designated as Consolidated Local Improvement District No. 338/339: Local Improvement Created by District No. Ordinance No. 338 4219 339 4279 Section 2. Creation of Bond Fund and Deposit of Assessments. There is created and established in the office of the City Finance Director for Consolidated Local Improvement District No. 338/339 a special consolidated local improvement district fund to be known and designated as Consolidated Local Improvement Fund, District No. 338/339 (the "Bond Fund"). All money presently on hand representing collections pertaining to installments of assessments and interest thereon in each of the local improvement districts listed in Section 1 shall be transferred to and deposited in the Bond Fund, and all collections pertaining to assessments on the assessment rolls of those local improvement districts when hereafter received shall be deposited in the Bond Fund to redeem outstanding Consolidated Local Improvement District No. 338/339 bonds. Section 3. Description of Bonds. Consolidated Local Improvement District No. 338/339 bonds (the "Bonds") shall be - 2 - issued in the total principal amount of $568,188.57, being the total amount on the assessment rolls of Local Improvement Districts Nos. 338 and 339 remaining uncollected after the expiration of the 30-day interest -free prepayment period. The Bonds shall be dated July 15, 1990, shall mature on July 15, 2002, and shall be numbered from 1 to 114, inclusive, in the manner and with any additional designation as the Bond Registrar (collectively, the fiscal agencies of the State of Washington located in Seattle, Washington, and New York, New York) deems necessary for the purpose of identification. Bond No. 1 shall be in the denomination of $3,188.57 and Bonds Nos. 2 to 114, inclusive, shall be in the denomination of $5,000.00 each. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Bonds shall bear interest at the rates set forth below, payable annually beginning July 15, 1991. Bond Numbers Interest (Inclusive) Amounts Rates 1 to 11 $53,188.57 6.40% 12 to 22 55,000.00 6.55 23 to 33 55,000.00 6.70 34 to 45 60,000.00 6.80 46 to 57 60,000.00 6.90 58 to 69 60,000.00 7.00 70 to 81 60,000.00 7.05 82 to 92 55,000.00 7.10 93 to 103 55,000.00 7.20 104 to 114 55,000.00 7.30 Section 4. Registration and Transfer of Bonds. The Bonds shall be issued only in registered form as to both principal and interest and recorded on books or records maintained by the Bond Registrar (the "Bond Register"). The Bond Register shall - 3 - contain the name and mailing address of the owner of each Bond and the principal amount and number of each of the Bonds held by each owner. Bonds may be transferred only if endorsed in the manner provided thereon and surrendered to the Bond Registrar. The transfer of a Bond shall be by the Bond Registrar's receiving the Bond to be transferred, cancelling it and issuing a new certificate in the form of the Bonds to the transferee after registering the name and address of the transferee on the Bond Register. The new certificate shall bear the same Bond number as the transferred Bond but may have a different inventory reference number or control number. Any transfer shall be without cost to the owner or transferee. The Bond Registrar shall not be obligated to transfer any Bond during the fifteen days preceding any principal payment or redemption date. Section 5. Payment of Bonds. Both principal of and interest on the Bonds shall be payable solely out of the Bond Fund and from the Local Improvement Guaranty Fund of the City, and shall be payable in lawful money of the United States of America. Interest on the Bonds shall be paid by checks or drafts mailed on the interest payment date to the registered owners at the addresses appearing on the Bond Register on the last business day of the month preceding the interest payment date. Principal of the Bonds shall be payable on presentation and surrender of the Bonds by the registered owners at either of the principal offices of the Bond Registrar at the option of the owners. - 4 - Section 6. Optional Redemption of Bonds. The City reserves the right and option to redeem the Bonds prior to their stated maturity date on any interest payment date, in numerical order, lowest numbers first, at par plus accrued interest to the date fixed for redemption, whenever there is sufficient money in the Bond Fund to pay the Bonds so called and all earlier numbered Bonds over the above the amount required for the payment of the interest on all unpaid Bonds. All Bonds redeemed under this section shall be cancelled. Section 7. Notice of Redemption. The City shall cause notice of any intended redemption of Bonds to be given not less than 10 nor more than 30 days prior to the date fixed for redemption by first class mail, postage prepaid, to the registered owner of any Bond to be redeemed at the registered owner of any Bond to be redeemed at the address appearing on the Bond Register at the time the Bond Registrar prepares the notice, and the requirements of this sentence shall be deemed to have been fulfilled when notice has been mailed as so provided, whether or not it is actually received by the owner of any Bond. Interest on Bonds called for redemption shall cease to accrue on the date fixed for redemption unless the Bond or Bonds so called are not redeemed when presented pursuant to the call. In addition, the redemption notice shall be mailed within the same period, postage prepaid, to Shearson Lehman Hutton Inc., at its principal office in Seattle, Washington, or its successors and to such other persons and with such additional information - 5 - as the City Finance Director shall determine, but these additional mailings shall not be a condition precedent to the redemption of Bonds. Section 8. Failure to Redeem Bonds If any Bond is not redeemed when properly presented at its maturity or call date, the City shall be obligated to pay interest on that Bond at the same rate provided in the Bond from and after its maturity or call date until that Bond, both principal and interest, is paid in full or until sufficient money for its payment in full is on deposit in the Bond Fund and the Bond has been called for payment by giving notice of that call to the registered owner of that Bond. Section 9. Form and Execution of Bonds. The Bonds shall be printed, lithographed or typed on good bond paper in a form consistent with the provisions of this ordinance and State law, shall be signed by the Mayor and the City Clerk, either or both of whose signatures shall be manual or in facsimile, and the seal of the City or a facsimile reproduction thereof shall be impressed or printed thereon. Only Bonds bearing a Certificate of Authentication in the following form, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance: - 6 - CERTIFICATE OF AUTHENTICATION This bond is one of the fully registered City of Auburn, Washington, Consolidated Local Improvement District No. 338/339 Bonds described in the Bond Ordinance. WASHINGTON STATE FISCAL AGENCY Bond Registrar By Authorized Officer The authorized signing of a Certificate of Authentication shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered and are entitled to the benefits of this ordinance. If any officer whose facsimile signature appears on the Bonds ceases to be an officer of the City authorized to sign bonds before the Bonds bearing his or her facsimile signature are authenticated or delivered by the Bond Registrar or issued by the City, those Bonds nevertheless may be authenticated, delivered and issued and, when authenticated, delivered and issued, shall be as binding on the City as though that person had continued to be an officer of the City authorized to sign bonds. Any Bond also may be signed on behalf of the City by any person who, on the actual date of signing of the Bond, is an officer of the City authorized to sign bonds, although he or she did not hold the required office on the date of issuance of the Bonds. Section 10 Bond Registrar. The Bond Registrar shall keep, or cause to be kept, at its principal corporate trust - 7 - office sufficient books for the registration and transfer of the Bonds which shall at all times be open to inspection by the City. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds transferred in accordance with the provisions of the Bonds and this ordinance, to serve as the City's paying agent for the Bonds and to carry out all of the Bond Registrar's powers and duties under this ordinance and Ordinance No. 3905 establishing a system of registration of the City's bonds and obligations. The Bond Registrar shall be responsible for its representations contained in the Registrar's Certificate of Authentication on the Bonds. The Bond Registrar may become the owner of Bonds with the same rights it would have if it were not the Bonds Registrar and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as members of, or in any other capacity with respect to, any committee formed to protect the rights of Bond owners. Section 11. Preservation of Tax Exemption for Interest on Bonds. The City covenants that it will take all actions necessary to prevent interest on the Bonds from being included in gross income for federal income tax purposes, and it will neither take any action nor make or permit any use of proceeds of the Bonds or other funds of the City treated as proceeds of the Bonds at anytime during the term of the Bonds which will cause interest on the Bonds to be included in gross income for federal income tax purposes. The City certifies that it has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. Section 12. Small Governmental Issuer Arbitrage Rebate Exemption and Designation of Bonds as Qualified Tax -Exempt Obligations. The City finds and declares that (a) it is a duly organized and existing governmental unit of the State of Washington and has general taxing power; (b) no Bond which is part of this issue of Bonds is a "private activity bond" within the meaning of Section 141 of the United State Internal Revenue Code of 1986, as amended (the "Code"); (c) at least 95% of the net proceeds of the Bonds will be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City); (d) the aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued by the City and all entities subordinate to the City (including any entity which the City controls, which derives its authority to issue tax-exempt obligations from the City or which issues tax-exempt obligations on behalf of the City) during the calendar year in which the Bonds are issued is not reasonably expected to exceed $5,000,000; and (e) the amount of tax-exempt obligations, including the Bonds, designated by the City as "qualified tax-exempt obligations" for the purposes of Section 265(b)(3) of the Code during the calendar year in which the Bonds are issued does not exceed $10,000,000. The City - 9 - therefore certifies that the Bonds are eligible for the arbitrage rebate exemption under Section 148(f)(4)(C) of the Code and designates the Bonds as "qualified tax-exempt obligations" for the purposes of Section 265(b)(3) of the Code. Section 13. Bonds Negotiable. The Bonds shall be negotiable instruments to the extent provided by RCW 62A.8-102 and 62A.8-105. Section 14. Approval of Bond Purchase Contract. Shearson Lehman Hutton Inc., of Seattle, Washington, has presented a purchase contract (the "Bond Purchase Contract") to the City offering to purchase the Bonds under the terms and conditions provided in the Bond Purchase Contract, which written Bond Purchase Contract is on file with the City Clerk and is incorporated herein by this reference. The City Council finds that entering into the Bond Purchase Contract is in the City's best interest and therefore accepts the offer contained therein and authorizes its execution by City officials. The Bonds will be printed at City expense and will be delivered to the purchaser in accordance with the Bond Purchase Contract, with the approving legal opinion of Foster Pepper & Shefelman, municipal bond counsel of Seattle, Washington, regarding the Bonds printed on each Bond. Bond counsel shall not be required to review and shall express no opinion concerning the completeness or accuracy of any official statement, offering circular or other sales material issued or - 10 - used in connection with the Bonds, and bond counsel's opinion shall so state. The City Council has been provided with copies of a preliminary official statement dated June 21, 1990 (the "Preliminary Official Statement"), prepared in connection with the sale of the Bonds. For the sole purpose of the purchaser's compliance with Securities and Exchange Commission Rule 15c2-12(b)(1), the City "deems final" that Preliminary Official Statement as of its date, except for the omission of information as to offering prices, interest rates, selling compensation, delivery date, rating and other terms of the Bonds dependent on such matters. The proper City officials are authorized and directed to do everything necessary for the prompt delivery of the Bonds to the purchaser, including without limitation the execution of the Official Statement on behalf of the City, and for the proper application and use of the proceeds of the sale thereof. Section 15. Interest Rate on Assessments. The interest rate on the installments and delinquent payments of the special assessments in Local Improvement Districts Nos. 338 and 339 are revised and fixed at the rate of 7.9% per annum. Section 16. This ordinance shall take effect and be in force five (5) days from and after its passage, approval and publication, as provided by law. ATTEST: City Clerk APPROVED AS TO FORM: pecial Co sel and Bond Counsel for the City PUBLISHED: L� GMM-170* INTRODUCED: �� Q{ ' % (1 PASSED: APPROVED: �` �' gd KAyor - 12 - I, ROBIN WOHLHUETER, City Clerk of the City of Auburn, Washington, certify that the attached copy of Ordinance j No. is a true and correct copy of the original ordinance passed on the c "Gay of July, 1990, as that ordinance appears on the Minute Book of the City. DATED this WAd_ of July, 1990. GMM-170* ROBIN WOHLHUETER, City Clerk S H EARSON LEHMAN HLTMN $568,188.57 City of Auburn, Washington Consolidated Local Improvement District No. 338 Bonds BOND PURCHASE CONTRACT July 2, 1990 Honorable Mayor and Members of the City Council City of Auburn 25 West Main Sreet Auburn, Washington 98001 Honorable Mayor and Members of the City Council: Shearson Lehman Hutton Inc. (the "Purchaser"), is pleased to offer to purchase from the City of Auburn (the "Seller") all of its $568,188.57 principal amount of Consolidated Local Improvement District No. 338 Bonds, (the 'Bonds"). This offer is based upon the terms and conditions set forth below and in Exhibit A attached, which when accepted by the Seller shall constitute the terms and conditions of our Purchase Contract for the Bonds. Those terms and conditions are as follows: Prior to the date of delivery and payment for the Bonds identified in paragraph i of Exhibit A ("Closing"), the Seller shall pass an ordinance authorizing the issuance of the Bonds (the 'Bond Ordinance") in form and substance acceptable to the Purchaser. The Seller shall sell and deliver to the Purchaser, and the Purchaser shall purchase, accept delivery of and pay for the entire $568,188.57 principal amount of the Bonds, and only that amount. 3. The Seller consents to and ratifies the use by the Purchaser of the information contained in the Preliminary Official Statement relating to the Bonds, a copy of which is attached to this Purchase Contract as Exhibit B (the "Preliminary Official Statement"), in marketing the Bonds, authorizes the preparation of a Final Official Statement (the "Final Official Statement") for the Bonds containing such revisions and additions to the Preliminary Official Statement as the Finance director and the City Attorney of the Seller deem necessary, and further authorizes the use of the Final Official Statement in connection with the public offering and sale of the Bonds. 999 Third Avenue Suite 4000 Seattle WA 98104 Telephone 206 344 3598 4. The Seller represents, warrants to, and agrees with the Purchaser, as of the date hereof and as of the date and time of Closing, that: a. The Seller has and will have at Closing full legal right, power and authority to enter into and perform its obligations under this Purchase Contract and under the Bond Ordinance, to adopt the Bond Ordinance and to sell and deliver the Bonds to the Purchaser; b. This Purchase Contract, the Bond Ordinance and the Bonds do not and will not conflict with or create a breach of or default under any existing law, regulation, judgment, order or decree or any agreement, lease or instrument to which the Seller is subject or by which it is bound; c. No governmental consent, approval or authorization other than the Bond Ordinance is required in connection with the sale of the Bonds to the Purchaser; d. This Purchase Contract, the Bond Ordinance and the Bonds (when paid for by the Purchaser) are, and shall be at the time of Closing, legal, valid and binding obligations of the Seller enforceable in accordance with their respective terms, subject only to applicable bankruptcy, insolvency or other similar laws generally affecting creditors' rights; e. The Bond Ordinance shall have been duly authorized by the Seller, shall be in full force and effect and shall not have been amended except with the written consent of the purchaser at the time of Closing;; f. The Preliminary Official Statement, except as to matters corrected in the Final Official Statement which shall be available within seven days of the date of this Purchase Contract is approved so that the Final Official Statement is available to accompany confirmations that the Purchaser sends to its customers in compliance with the requirements of Rule 15C2-12(b)(4) of the Securities Exchange Act of 1934, as amended, and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board, shall be accurate and complete in all material aspects as of its date with respect to information obtained from or utilized by officers and employees of the Seller in the normal course of their duties, and the Final Official Statement, which will be available to Purchaser seven days after this Purchase Contract is approved, shall be accurate and complete in all material respects as of its date and as of the date of Closing to the knowledge and belief of such officers and employees; and g. Any certificate or copy of any certificate signed by any official of the Seller and delivered to the Purchaser pursuant to or in connection with this Purchase Contract shall be deemed a representation by the Seller to the Purchaser as to the truth of the statements therein made and is delivered to the Purchaser for such purpose only. —2— 5. As conditions to the Purchaser's obligations hereunder: a. From the date of the Seller's acceptance of this Purchase Contract to the date of Closing, there shall not have been any: (1) Material adverse change in the financial condition or general affairs of the Seller; (2) Event, court decision or proposed law, rule or regulation which may have the effect of changing the federal income tax exemption of the interest on the Bonds or the transactions contemplated by this Purchase Contract or the Preliminary and Final Official Statements; (3) International and national crisis, suspension of stock exchange trading or banking moratorium materially affecting the marketability of the Bonds; or (4) Material adverse event with respect to the Seller which in the reasonable judgment of the Purchaser requires or has required an amendment, modification or supplement to the Final Official Statement and such amendment, modification or supplement is not made. b. At or prior to Closing, the Purchaser shall have received the following: (1) The Bonds, in definitive form and duly executed and authenticated; (2) A certificate of authorized officers of the Seller, in form and substance acceptance to the Seller and Purchaser, to the effect: (i) that the Seller's execution of the Final Official Statement is authorized, (ii) that, to the knowledge and belief of such officers, the Preliminary Official Statement did not as of its date and Final Official Statement (collectively the "Official Statements") (including the financial and statistical data contained therein) did not as of its date or as of the date of Closing contain any untrue statement of material fact or omit to state a material fact necessary to make such statements, in light of the circumstances under which they were made, not misleading; and (iii) that the representations of the Seller contained in this Purchase Contract are true and correct when made and as of Closing; —3— M (3) An approving opinion or opinions of the law firm identified in paragraph I of Exhibit A as bond counsel or from another nationally recognized firm of municipal bond lawyers (either or both of which shall be referred to as "Bond Counsel") satisfactory to the Purchaser and dated as of Closing, to the effect: (i) that the Seller is duly organized and legally existing as a City under the laws of the State of Washington with full power and authority to adopt the Bond Ordinance and to issue and sell the Bonds to the Purchaser; (ii) that the Bonds are valid, legal and binding obligations of the Seller, except to the extent that such enforcement may be limited by bankruptcy, insolvency or other laws affecting creditors' rights; (iii) the sections of the Official Statement entitled "AUTHORIZATION," "TAX EXEMPTION" and "CERTAIN OTHER FEDERAL TAX CONSEQUENCES", as well as the first, second, fourth and sixth paragraphs under the heading "SECURITY" conform to the Bonds and applicable laws; (iv) that Internal Revenue Code of 1986, as amended (the "Code"), including arbitrage and arbitrage rebate requirements, interest on the Bonds is excluded from gross income for federal income tax purposes under existing federal law, including the Code, except that interest on the Bonds received by corporations in taxable years beginning after December 31, 1986, may be subject to an alternative minimum tax and, in the case of certain corporations, an environmental and/or foreign branch profits tax, and interest on the Bonds received by certain S corporations may be subject to tax; and (v) that the Bonds are not "arbitrage bonds" within the meaning of Section 148 of the Code; (4) A letter of Bond Counsel, dated the date of Closing and, addressed to the Purchaser, to the effect that it may rely upon the opinion or opinions in subparagraph (3) above as if it or they were addressed to the Purchaser. (5) A certificate of authorized officers of the Seller to the effect that no litigation is pending, or to the knowledge of the Seller threatened, against the Seller in any court: (i) to restrain or enjoin the sale or delivery by the Seller of the Bonds; (ii) in any manner questioning the authority of the Seller to issue, or the issuance or validity of, the Bonds; (iii) questioning the constitutionality of any statute, ordinance or resolution, or the validity of any proceedings, authorizing the issuance of the Bonds; (iv) questioning the validity or enforceability of the Bond Ordinance; (v) contesting in any way the completeness, accuracy or fairness of the Official Statements; (vi) questioning the titles of any officers of the Seller to their respective offices or the legal existence of the Seller under the laws of the State of Washington; or (vii) which might in any material respect adversely affect the transactions contemplated herein and in the Official Statements to be undertaken by the Seller; —4— (6) A certificate signed by authorized officers of the Seller to the effect that the officers of the Seller who signed or whose facsimile signatures appear on the Bonds were on the date of execution of the Bonds the duly elected or appointed, qualified and acting officers of the Seller and that their signatures are genuine or accurate facsimiles; (7) A certificate of authorized officers of the Seller to the effect that the Seller has not been and is not in default as to principal or interest payments on any of its bonds or other obligations, and has not failed to honor the provisions of any law providing for the restoring of a debt service reserve fund to required levels; (8) A certificate of authorized officers of the Seller to the effect that, from the respective dates of the Official Statements and up to and including the date of Closing, the Seller has not incurred any material - liabilities direct or contingent, nor has there been any material adverse change in the financial position, results of operations or condition, financial or otherwise, of the Seller, except as described in the Official Statements; (9) A certified copy of the Bond Ordinance; (10) A definitive copy of the Final Official Statement, signed on behalf of the Seller by the City Finance Director; (11) A non —arbitrage certificate signed by an authorized officer of the Seller; (12) A certified copy of this Purchase Contract; and (13) Such additional legal opinions, certificates, instruments and documents as the Purchaser may reasonably request to evidence the truth, accuracy and completeness, as of the date hereof and as of the date of Closing, of the representations and warranties contained herein and of the statements and information contained in the Official Statements and the due performance by the Seller at or prior to Closing of all agreements then to be performed and all conditions then to be satisfied by the Seller. 6. The Seller shall pay the fees and disbursements of Bond Counsel, and the Seller's other consultants and advisors, and the costs of preparing, printing and executing and registering the Bonds. The Purchaser shall pay the costs of preparing, printing and distributing the Final and Preliminary Official Statements (except in the circumstances and to the extent set forth in paragraph 7 hereof), the fees and disbursements of the Purchaser's counsel, if any, the printing and filing of blue sky and legal investment surveys, where necessary, the Purchaser's expenses relative to Closing, including the cost of federal funds and the Purchaser's travel expenses. —5— 7. If, during the period ending on the earlier of August 15, 1990, or the date on which the Purchaser shall have completed the distribution and delivery to the public of all of the Bonds, any material adverse event affecting the Seller or the Bonds shall occur which results in the Final Official Statement containing any untrue statement of a material fact or omitting to state any material fact necessary to make the Final Official Statement, or the statements or information therein contained, in light of the circumstances under which they were made, not misleading, the Seller shall notify the Purchaser and, if in the opinion of the Seller and the Purchaser such event requires a supplement or amendment to the Final Official Statement, the party whose omission, misstatement or changed circumstance has resulted in the supplement or amendment will at its expense supplement or amend the Final.Official Statement in a form and in a manner approved by the Seller and the Purchaser. 8. Any notice or other communication to be given to the Seller under this Purchase Contract shall be given by delivering the same in writing to its respective address set forth above. Any notice or other communication to be given to the Purchaser under this Purchase Contract shall be given by delivering the same in writing to Shearson Lehman Hutton Inc., 999 Third Avenue, Suite 4000, Seattle, Washington 98104-4075 (Attention: Richard B. King, Vice President, Public Finance). 9. Upon acceptance of this Purchase Contract, this Purchase Contract shall be binding upon the Seller and the Purchaser. This Purchase Contract is intended to benefit only the parties hereto. The Seller's representations and warranties shall survive any investigation made by or for the Purchaser, delivery and payment for the Bonds, and the termination of this Purchase Contract, except that such representations and warranties contained in the Official Statement shall not survive if Purchaser becomes aware that the facts contained in the Official Statement are incorrect or misleading and Purchaser fails to advise Seller of such incorrect or misleading statements. Should the Purchaser fail (other than for reasons permitted in this Purchase Contract) to pay for the Bonds at Closing, the amount set forth in paragraph i of Exhibit A shall be paid by the Purchaser as liquidated damages in full, and costs shall be borne in accordance with Section 6. Should the Seller fail to satisfy any of the foregoing conditions or covenants, or if Purchaser's obligations are terminated for any reason permitted under this Purchase Contract, then neither the Purchaser not the Seller shall have any further obligations under this Purchase Contract, except that any expenses incurred shall be borne in accordance with Section 6. 10. This offer expires on the date set forth in paragraph h of Exhibit A. Respectfully submitted, SHEARSON LEHMAN HUTTON INC. C,-e. kWd) 6, K wtc Richard B. King Vice President Public Finance — Seattle ACCEPTED by the City of Auburn, Washington, this 2nd day of July, 1990. CITY OF AUBURN, WASHINGTON By Robert Roegner, Mayor ATTEST: By Robin Wohlhueter RBK:ks0058C Enclosures —7— a l: C. d. e f In. EXHIBIT A DESCRIPTION OF BONDS Purchase Price: $98.1 per $100.00 par value, or $557,392.99 which reflects an underwriting discount of $10,795.58 (1.9%), plus accrued interest from July 15, 1990, to the date of Closing. Denominations: $5,000 or integral multiples thereof within a single maturity, except for Bond No. 1, which shall be in the denomination of $3,188.57. Dated Date: July 15, 1990. Form: Fully registered with privileges of exchange at the expense of the Seller. Interest Payable: Annually on July 15, commencing July 15, 1991. Maturity Schedule: Bonds shall mature on July 15, 2002 and shall bear interest at the rates set forth below: Estimated Bond Interest Estimated Bond Interest Year Amount No.'s Rate Year Amount No.'s Rate 1991 $53,188.57 1-11 6.40% 1996 60,000 58-69 7.00% 1992 55,000 12-22 6.55 1997 60,000 70-81 7.05 1993 55,000 23-33 6.70 1998 55,000 82-92 7.10 1994 60,000 34-45 6.80 1999 55,000 93-103 7.20 1995 60,000 46-57 6.90 2000 55,000 104-114 7.30 Net Interest Cost: 7.38% Average Interest Rate: 7.03% Redemption: The Seller reserves the right to redeem the Bonds on any annual interest payment date at 100% of par plus accrued interest to the date of redemption. Location and Estimated Closing Date: Seattle, Washington, July 25, 1990. Required Ratings of Bonds: None. Bond Counsel: Foster Pepper & Shefelman. Method of Payment: Federal Funds draft or wire. Offer Expires: July 12, 1990, 12:00 midnight. RBK:ks0058C STATE OF WASHINGTON) ) ss. COUNTY OF KING ) I, Robin Wohlhueter, the duly appointed, qualified City Clerk of.the'City of Auburn, a Municipal Corporation and Code City, situate in the County of King, State of Washington; do hereby certify that the foregoing is a full, t-ue:and correct copy of Ordinance No. 4435 of the ordinances of the City of Auburn, entitled "AN ORDINANCE." I certify.that said Ordinance No. 4435 was duly passed by the Council and approved by the Mayor of the said City of Auburn, on the the 2nd,day of July A.D., 1990. I further certify that said Ordinance No: 4435 was published'as.,provided-by law,in the Valley Daily News, a daily newspaper published in the City of Auburn, and of general circulation therein, on the,8th day of July, A.D., 1990. Witness my hand and the official seal of the City of Auburn this August 23, 1990, A.D. toRobin l Robin Wohlhueter ` City Clerk City of Auburn 25 West Main, Auburn, WA 98001-4998 (206) 931-3000